Governance

The Board is committed to the highest standards of corporate governance and to maintaining a sound framework for the control and management of the Group.

The Company is compliant with the recommendations of the UK Corporate Governance Code for a company of its size.

The Board

The Board is responsible for leading and controlling the Group and has overall authority for the management and conduct of the Group’s business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the Group.

Compliance with Corporate Governance requirements

Board and committee independence

The UK Corporate Governance Code recommends that at least half the board of directors of a UK listed company, excluding the Chairman, should comprise Non-executive Directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, this judgement.

The Company regards Robert Lawson, Martyn Coffey and Frank Nelson, who were recruited as “independent Non-executive Directors” in connection with the Company’s initial public offering and who have had no prior association with the Group, as within the meaning of the UK Corporate Governance Code and to be free from any business or other relationships that could materially interfere with the exercise of their independent judgement.

Chairman

The Board believes that Robert Lawson is an Independent Chairman for UK Corporate Governance Code purposes and that his appointment as an Independent Chairman is in the best interests of Shareholders.

Senior Independent Director

The UK Corporate Governance Code also recommends that the board of directors of a company with a premium listing on the Official List should appoint one of the independent non-executive directors to be the senior independent director to provide a sounding board for the Chairman and to serve as an intermediary for the other Directors when necessary.

The Senior Independent Director has an important role on the Board in leading on corporate governance issues and being available to Shareholders if they have concerns which contact through the normal channels of the Chairman, Chief Executive Officer or other Executive Directors has failed to resolve or for which such contact is inappropriate. Frank Nelson has been appointed as the Company’s Senior Independent Director.